SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934
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[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
REGENCY CENTERS CORPORATION
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
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Preliminary Copy
REGENCY CENTERS CORPORATION
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NOTICE AND PROXY STATEMENT
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NOTICE OF SPECIAL MEETING OF HOLDERS OF SERIES 3 PREFERRED STOCK
TO BE HELD _______________, 2004
TO THE HOLDERS OF DEPOSITARY SHARES REPRESENTING 7.45% SERIES 3 CUMULATIVE
REDEEMABLE PREFERRED STOCK:
PLEASE TAKE NOTICE that a special meeting of holders of 7.45% Series 3
cumulative redeemable preferred stock ("Series 3 preferred stock") of Regency
Centers Corporation will be held on __________________, ____________, 2004, at
10:00 A.M., Eastern time, at Regency's offices, 121 West Forsyth Street,
Jacksonville, Florida.
The meeting will be held for the following purposes:
1. To consider and vote on a proposal to amend our Restated
Articles of Incorporation to increase the number of authorized
shares of preferred stock to 30 million shares.
2. To transact such other business as may properly come before
the meeting or any adjournment.
Only holders of record of Series 3 preferred stock at the close of
business on July 29, 2004 will be entitled to vote at the meeting. Wachovia
Bank, National Association, is the holder of record of the Series 3 preferred
stock in its capacity as depositary, on behalf of depositary shares each
representing 1/10th of a share of Series 3 preferred stock (the "Series 3
depositary shares or "depositary shares"). The depositary is required to vote
the Series 3 preferred stock in accordance with the instructions of the holders
of record of the of Series 3 depositary shares.
Holders of Regency's outstanding common stock approved the proposal at
Regency's annual meeting on April 28, 2004.
We would appreciate your dating, signing and returning the enclosed
voting instruction card to Wachovia Bank, National Association, as depositary,
as promptly as possible so that the Series 3 preferred stock underlying your
depositary shares may be voted.
By Order of the Board of Directors,
J. Christian Leavitt
Senior Vice President, Secretary
and Treasurer
Dated: ____________, 2004
REGENCY CENTERS CORPORATION
121 West Forsyth Street, Suite 200
Jacksonville, Florida 32202
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PROXY STATEMENT FOR SPECIAL MEETING OF
HOLDERS OF SERIES 3 PREFERRED STOCK TO BE HELD ________________, 2004
This proxy statement and the enclosed voting instruction card are first
being sent to holders of Regency Centers Corporation's Series 3 depositary
shares on or about ____________, 2004 in connection with the solicitation by
Regency's board of directors of voting instructions to be used at a special
meeting of holders of our Series 3 preferred stock. The meeting will be held on
_________________, _____________, 2004, at 10:00 A.M., Eastern time, at
Regency's offices, 121 West Forsyth Street, Jacksonville, Florida.
Wachovia Bank, National Association, in its capacity as depositary,
will vote the Series 3 preferred stock underlying the Series 3 depositary shares
in accordance with the instructions of the holders of record of the Series 3
depositary shares given by means of the enclosed voting instruction card. If you
sign and return the enclosed voting instruction card, you may nevertheless
revoke it at any time prior to 5:00 P.M. Eastern time on ___________________,
2004 by (1) giving written notice to the depositary or (2) delivering a later
dated voting instruction card to the depositary at:
Wachovia Bank, National Association
Topaze Miller - Equity Services Group
1525 West W. T. Harris Boulevard, 3C3
Charlotte, North Carolina 28288-1153
Telephone: 704.590.7392
The depositary will vote the preferred shares represented by your
depositary shares as directed, unless the voting instruction card is mutilated
or otherwise received in such form or at such time as to render it not votable.
If the meeting is adjourned for any reason, at any subsequent
reconvening of the meeting depositary shares will be voted in the same manner as
they would have been voted at the original convening of the meeting (except for
any voting instructions that have effectively been revoked or withdrawn).
VOTING SECURITIES
Holders of a majority of the outstanding Series 3 preferred stock must
be present in person or represented by proxy to constitute a quorum at the
meeting. The record of shareholders entitled to vote at the special meeting was
taken at the close of business on July 29, 2004. At such date, Regency had
outstanding and entitled to vote 300,000 shares of Series 3 preferred stock
having a liquidation value of $250 per share, all of which are held of record by
Wachovia Bank, National Association. At such date, Regency had outstanding
3,000,000 shares of Series 3 depositary shares, each representing 1/10th of a
share of Series 3 preferred stock. Each depositary share entitles the holder to
one vote.
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PROPOSAL TO INCREASE NUMBER
OF AUTHORIZED SHARES OF PREFERRED STOCK
The board of directors has approved, and recommends that shareholders
vote in favor of, an amendment to Article 4.1(a) of the Restated Articles of
Incorporation increasing the authorized preferred stock from 10 million to 30
million shares. The full text of the amendment is set forth as Appendix A.
Holders of Regency's outstanding common stock approved the proposal at
Regency's annual meeting on April 28, 2004. The affirmative vote of the holders
of a majority of the votes entitled to be cast by the Series 3 preferred stock,
voting as a separate class, is also required to amend our Restated Articles to
increase the authorized preferred stock.
Regency presently has outstanding or reserved for issuance the
following series of non-voting preferred stock:
Aggregate First
Shares Issued Liquidation Distribution exchangeable
Series or Issuable Preference Rate by Unitholder
---------------- ----------------- ------------------- ----------------- ------------------
Series 3 300,000 $ 75,000,000 7.450% N/A
Series B(1) 850,000 85,000,000 8.750% 09/03/09
Series C(1) 400,000 40,000,000 9.000% 09/03/09
Series D(1) 500,000 50,000,000 9.125% 09/29/09
Series E(1) 300,000 30,000,000 8.750% 05/25/10
Series F(1) 240,000 24,000,000 8.750% 09/08/10
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2,590,000 $304,000,000
========= ===========
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(1) These series of preferred stock generally will be issuable
beginning 10 years after the date of issuance of the
corresponding series of preferred units in our operating
partnership, Regency Centers, L.P., through which we conduct
all our business. Regency may call the underlying series of
preferred units for redemption beginning 5 years after the
date of issuance.
Purpose and Effect of the Amendment
The board of directors has authority to issue shares of authorized
preferred stock in one or more classes or series having such rights and
preferences as may be determined by the board, subject to the limits provided by
Florida law, including dividend rights and rights upon liquidation, and any
conversion, redemption, sinking fund or voting rights. No shareholder approval
is required for the issuance of authorized shares of preferred stock except to
the extent mandated by rules of the New York Stock Exchange or any other
exchange on which the common stock is then listed for trading. All shares of
preferred stock must be senior to all common stock in the payment of dividends
and/or upon liquidation. Holders of preferred stock are not entitled, as a
matter of right, to preemptive rights or rights to subscribe for any other
Regency securities. Prior to the issuance of shares of any class or series,
resolutions of the board establishing the class or series and determining its
relative rights and preferences must
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be filed with the Florida Department of State as part of articles of amendment
to the Articles of Incorporation.
The ability of the board of directors to issue separate classes or
series of preferred stock provides flexibility to tailor senior securities in
response to terms specifically negotiated by investors. Our board of directors
wishes to preserve maximum flexibility to issue preferred stock in public
offerings, in private transactions with institutional investors or in the
acquisition of income-producing properties when the investor wishes to hold a
senior security. In order to maintain its status as a real estate investment
trust for federal income tax purposes, Regency is required to distribute 90% of
its REIT taxable income. Accordingly, our ability to grow depends on our ability
to access external sources of capital at attractive rates. The board of
directors believes that our ability to raise capital will be enhanced by having
as flexible a capital structure as possible. The board intends to issue
preferred stock for the purpose of raising capital and not for the purpose of
making a takeover of Regency more difficult.
We issued shares of non-voting Series 3 preferred stock in an
underwritten public offering in March 2003 in the form of non-redeemable
preferred stock commonly known "perpetual preferred stock." As a general rule,
investors are accustomed to seeing perpetual preferred stock with a liquidation
preference of $25 per share. However, to preserve flexibility to issue
additional shares of preferred stock in the future, our board of directors chose
to use a depositary arrangement, issuing 300,000 shares of Regency preferred
stock having a liquidation preference of $250 per share, which underly 3 million
depositary shares each representing a 1/10th fractional interest in a share of
Series 3 preferred stock. This arrangement is cumbersome and results in
additional expense because of the fees of the depositary. In addition, it makes
our capital structure more complex.
The board of directors would like to have the flexibility to issue
preferred stock in the future with a per share liquidation preference of $25 per
share. If holders of Series 3 preferred stock approve the proposed amendment
increasing the number of authorized shares of preferred stock to 30 million
shares, 27,410,000 shares would be available for future transactions. Using a
liquidation preference of $25 per share, Regency would have the flexibility to
raise up to approximately $685 million in the form of perpetual preferred stock.
We do not anticipate issuing perpetual preferred stock that would have voting
rights (except as required by law or rules of any exchange on which the
preferred stock would be listed for trading). We expect that any preferred stock
we issue with voting rights, such as convertible preferred stock, would have no
more than one vote for each $25 of liquidation preference or would vote on an
as-converted basis.
The board of directors has no present commitments, plans or proposals
for the issuance of any shares of preferred stock (except for the shares already
reserved for issuance as described above). Issuance of classes or series of
preferred stock could result in one or more of the following detriments:
* The preferred stock will have priority over the common stock
in the payment of dividends and/or liquidating distributions.
* The issuance of preferred stock bearing preferential
dividends, whether at fixed or floating rates, could reduce
Funds from Operations available for distribution to holders of
common stock.
* Conversion of shares of any class or series of preferred stock
that is convertible into common stock could result in diluting
the interests of holders of common stock.
3
* In addition, class voting rights (whether granted by the
specific terms of the preferred stock or by law) could delay
or prevent a change of control of Regency.
The affirmative vote of a majority of the votes entitled to be cast by
the Series 3 preferred stock, voting as a separate class, is required for
approval of the proposal to increase the number of authorized shares of
preferred stock from 10 million to 30 million. Therefore, the affirmative vote
of the majority of the outstanding Series 3 depositary shares is required for
approval of the proposal. Broker non-votes and abstentions will be counted
against the proposal.
The board of directors unanimously recommends a vote "For" this
proposal. All voting instructions solicited by the board of directors will be
voted as directed. If no direction is indicated, the depositary will abstain
with respect to the proposal.
OTHER MATTERS
The board of directors does not know of any other matters to come
before the meeting. However, if any other matters properly come before the
meeting, it is the intention of the persons designated as proxies to vote in
accordance with their best judgment on such matters. If any other matter should
come before the meeting, action on such matter will be approved if the number of
votes cast in favor of the matter exceeds the number opposed.
SHAREHOLDER PROPOSALS
Regulations of the Securities and Exchange Commission require proxy
statements to disclose the date by which shareholder proposals must be received
by the company in order to be included in the company's proxy materials for the
next annual meeting. In accordance with these regulations, shareholders are
hereby notified that if, pursuant to Rule 14a-8, they wish a proposal to be
included in Regency's proxy statement and form of proxy relating to the 2005
annual meeting, a written copy of their proposal must be received at Regency's
principal executive offices no later than November 30, 2004. Proposals must
comply with the proxy rules relating to shareholder proposals in order to be
included in Regency's proxy materials. Notice to Regency of a shareholder
proposal submitted otherwise than pursuant to Rule 14a-8 will be considered
untimely if received by Regency after November 30, 2004. To ensure prompt
receipt by Regency, proposals should be sent certified mail, return receipt
requested.
EXPENSES OF SOLICITATION
The cost of soliciting voting instructions will be borne by Regency. We
have engaged Georgeson Shareholder to solicit voting instructions for the
special meeting. We will pay Georgeson a fee of approximately $10,000 for its
services. We may reimburse brokers and other persons holding stock in their
names, or in the names of nominees, for their expenses for sending proxy
material to principals and obtaining their proxies.
Please specify your choices, date, sign and return the enclosed voting
instruction card in the enclosed envelope, postage for which has been provided.
Your prompt response will be appreciated.
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Appendix A
PROPOSED AMENDMENT TO INCREASE NUMBER
OF AUTHORIZED SHARES OF PREFERRED STOCK
Article 4.1(a) of our Restated Articles of Incorporation is proposed to
be amended in its entirety to read as follows:
Section 4.1 Authorized Capital. The maximum number of shares of stock
which the Corporation is authorized to have outstanding at any one time is one
hundred ninety million (190,000,000) shares (the "Capital Stock") divided into
classes as follows:
i. Thirty million (30,000,000) shares of preferred stock
having a par value of $0.01 per share (the "Preferred Stock"), and
which may be issued in one or more classes or series as further
described in Section 4.2; and
ii. One hundred fifty million (150,000,000) shares of voting
common stock having a par value of $0.01 per share (the "Common
Stock"); and
iii. Ten million (10,000,000) shares of common stock having a
par value of $0.01 per share (the "Special Common Stock") and which may
be issued in one or more classes or series as further described in
Section 4.4.
A-1
Preliminary Copy
REGENCY CENTERS CORPORATION
VOTING INSTRUCTIONS SOLICITED ON BEHALF OF BOARD OF DIRECTORS
FOR SPECIAL MEETING OF SHAREHOLDERS
_________________, 2004
The undersigned, having received the Notice of Special Meeting
of Shareholders and Proxy Statement, appoints Martin E. Stein, Jr., Mary Lou
Fiala and Bruce M. Johnson, and each or any of them, as proxies, with full power
of substitution and resubstitution, to represent the undersigned and directs
Wachovia Bank, National Association to vote all shares of 7.45% Series 3
cumulative redeemable preferred stock of Regency Centers Corporation represented
by Series 3 depositary shares which the undersigned is entitled to vote at the
Special Meeting of Shareholders of the Company to be held on ___________, 2004,
and any and all adjournments thereof, in the manner specified.
1. Amendment to Regency's Restated Articles of Incorporation to
increase the number of authorized shares of preferred stock.
[_] FOR [_] AGAINST [_] ABSTAIN
(Continued and to be SIGNED and dated on the reverse side.)
FOLD AND DETACH HERE AND READ REVERSE SIDE
- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - -
(Continued from reverse side)
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS INDICATED,
THE DEPOSITARY WILL ABSTAIN WITH RESPECT TO THE PROPOSAL.
Should any other matters requiring a vote of the shareholders
arise, the above named proxies are authorized to vote the same in accordance
with their best judgment in the interest of the Company. The Board of Directors
is not aware of any matter which is to be presented for action at the meeting
other than the matters set forth herein.
Dated:________________, 2004
________________________________(SEAL)
________________________________(SEAL)
(Please sign exactly as name or names appear hereon. Executors, administrators,
trustees or other representatives should so indicate when signing.)